SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended September 28, 2003

For the transition period from ________ to ________.

Commission file number 1-9444

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Address of principal executive offices)

(zip code)

(Registrant's telephone number, including area code)

(Representing Limited Partner Interests)

Units Outstanding As Of

50,630,600

(In thousands)

The accompanying Notes to Consolidated Financial Statements are an integral part of these balance sheets.

(In thousands except per unit amounts)

(In thousands)

The accompanying consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership's amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve month periods ended September 28, 2003 and September 29, 2002 to accompany the three and nine month results. Because amounts for the twelve months ended September 28, 2003 include actual 2002 fourth quarter operating results, they may not be indicative of 2003 full calendar year operations.

The Partnership's consolidated financial statements for the periods ended September 28, 2003 and September 29, 2002 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2002, which were included in the Form 10-K filed on March 28, 2003. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

The Partnership owns and operates six amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Valleyfair in Shakopee, Minnesota; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates five seasonal water parks, which are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun. The Partnership also operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its five seasonal amusement parks, as well as its five water parks, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Knott's Berry Farm is open year-roun d but operates at its highest level of attendance during the third quarter of the year as well.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park's operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

As of January 1, 2003, the Partnership began accounting for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." Under the modified prospective method of adoption selected by the Partnership under SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of SFAS No. 123 been applied from its original effective date. Results for prior years have not been restated. Prior to 2003, the Partnership accounted for all unit-based compensation awards, including unit options, using the

intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. In the quarter ended September 28, 2003, the Partnership recognized a non-cash charge of $1.3 million under SFAS No. 123, compared to a $1.7 million charge recognized under APB Opinion No. 25 in the same period a year ago.

Had compensation expense for unit options been determined from inception using the provisions of SFAS No. 123, the effect on the Partnership's net income and earnings per unit would have been as follows:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

Net income per limited partner unit is calculated based on the following unit amounts:

In the third quarter, weather conditions improved and results at most of the Partnership's parks strengthened from early-season softness. For the period, consolidated net revenues increased 3% to $282.2 million from $273.5 million in 2002, on a 1% increase in combined attendance, a 2% increase in average in-park guest per capita spending, and a 2% increase in out-of-park revenues, including resort hotels.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased less than 1% to $134.9 million from $134.5 million in 2002. After depreciation and a $1.3 million non-cash charge for unit options, operating income for the period increased 6% to $126.0 million from $118.7 million a year ago.

In 2000 and 2001, the Partnership entered into several interest rate swap agreements as a means of converting a portion of its variable-rate debt into fixed-rate debt at favorable rates. In 2002, the Partnership recorded $7.6 million of non-cash charges in other expense related to the change in fair value of two of its swap option agreements that could not be designated as effective hedges under the applicable accounting rules. In the current quarter, the Partnership recognized a non-cash credit of $1.2 million for the change in fair value of the swap agreements during the period, compared with an expense of $3.5 million in the same period a year ago. The remaining balance of the original non-cash charges (totaling $6.2 million at the end of the third quarter) will reverse into income over the next six quarters as the swaps continue to serve the purpose of leveling cash interest costs through their maturity in the first quarter of 2005.

After the non-cash credit, and interest expense and provision for taxes, both of which were comparable between years, the Partnership's net income for the quarter increased $11.7 million to $111.4 million, or $2.16 per diluted limited partner unit, from $99.7 million, or $1.94 per unit, in 2002.

In spite of less than ideal weather throughout much of the first half of the year at the Partnership's seasonal parks, consolidated net revenues for the nine months ended September 28, 2003, increased 1% to $448.9 million from $445.0 million for the nine-month period ended September 29, 2002. This increase was the result of a 3% increase in average in-park guest per capita spending and a 1% increase in out-of-park revenues, including resort hotels. These gains were offset somewhat by a 2% decrease in combined attendance at the Partnership's eleven parks, caused largely by the poor early-season weather.

Through the first nine months of the year, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, decreased to $276.6 million from $277.2 million last year, due to a strong emphasis on expense controls at each of the parks. After depreciation and a $4.4 million non-cash charge for unit option expense, operating costs and expenses totaled $319.7 million for the period, compared to $319.8 million in 2002. Included in last year's operating costs and expenses were a $3.0 million non-cash charge for unit options and a $3.2 million provision for estimated losses on the retirement of certain fixed assets removed from service at the Partnership's parks.

The Partnership recognized a non-cash credit of $1.4 million for the change in fair value of its swap agreements during the nine-month period, compared with an expense of $6.8 million in the same period a year ago. After this non-cash credit, and after interest expense and provision for taxes, both of which were comparable between years, the Partnership's net income for the first nine months of the year increased $12.1 million to $96.6 million, or $1.88 per diluted limited partner unit, from $84.5 million, or $1.65 per unit, for the same period a year ago.

For the twelve months ended September 28, 2003, which included actual 2002 fourth quarter operating results, net revenues increased 3% to $506.8 million from $493.0 million for the twelve months ended September 29, 2002, which included actual 2001 fourth quarter operating results. Over this same period, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, increased only slightly to $332.2 million from $329.2 million. After depreciation and all other non-cash and non-recurring charges, operating income for the period increased 17% to $125.1 million from $107.1 million, and net income increased to $83.5 million, or $1.63 per diluted unit, from $59.0 million, or $1.15 per unit, a year ago.

In October, weather was favorable at most of the Partnership's parks, and its Halloween promotions continued to grow in popularity. For the month, combined attendance increased 9% over last year, and average in-park guest per capita spending was up 2%. Through the first ten months of the year, combined attendance at the Partnership's eleven properties was down only 1% from 2002 and average in-park guest per capita spending was up 3%. Over the same period, out-of-park revenues were up slightly between years.

Management believes that a very meaningful measure of the Partnership's operating results and its ability to generate free cash flow for distributions to unitholders is adjusted EBITDA, which represents earnings before interest, taxes, depreciation, and non-cash and non-recurring items. For the third quarter, adjusted EBITDA increased $8.3 million, or 6%, to $147.3 million, due primarily to increases in attendance and in-park guest per capita spending, as well as each park's ability to control its operating costs in the period. Through the first nine months of the year, adjusted EBITDA increased $4.5 million, or 3%, to $172.3 million.

Adjusted EBITDA is provided here as a supplemental measure of the Partnership's operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of net income to adjusted EBITDA for the three and nine-month periods ended September 28, 2003 and September 29, 2002.

The Partnership ended the third quarter of 2003 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.6 at September 28, 2003 is the result of the Partnership's highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities, planned capital expenditures and regular quarterly cash distributions. The Partnership has no significant off-balance sheet financing arrangements.

At the end of the third quarter, the Partnership had $230 million of fixed-rate term debt, as well as a $275 million revolving credit facility, which is available through November 2004. Borrowings under the revolving credit facility totaled $108.7 million as of September 28, 2003, of which $100 million has been converted to fixed-rate obligations through the first quarter of 2005 by use of interest rate swap agreements.

In October 2003, the Partnership arranged a private placement of $100 million of new term debt, with an average maturity of 11 years and an average fixed interest rate of 5.38%, which is expected to close and fund late in the fourth quarter. Interest rate swaps were entered into at the same time to establish variable interest rates on these borrowings at more favorable rates than are available under the Partnership's bank revolving credit facility. The proceeds of the new term debt will be used to reduce revolving credit borrowings, and the revolving credit facility has been reduced to $180 million as a result.

Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized.

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These reserves are periodically reviewed and adjusted to assure their adequacy.

Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period.

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of September 28, 2003, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings. No significant changes were made to the Partnership's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

(a) Exhibits:

Exhibit (31.1) Certification of Principal Executive Officer Pursuant to

Exhibit (31.2) Certification of Principal Financial Officer Pursuant to

Exhibit (32.1) Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management Company

General Partner